<PAGE>
As filed with the Securities and Exchange Commission on June 15, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________
CENTOCOR, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2117202
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Great Valley Parkway 19355
Malvern, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
__________________________________
CENTOCOR, INC. 1989 NON-EMPLOYEE DIRECTORS'
NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
__________________________________
George D. Hobbs, Esquire
Vice President, Corporate Counsel and Secretary
Centocor, Inc.
200 Great Valley Parkway
Malvern, Pennsylvania 19355
(Name and address of agent for service)
(610) 651-6000
(Telephone number, including area code, of agent for service)
________________________________________
Copies to:
John G. Harkins, Jr., Esquire
Harkins Cunningham
1800 One Commerce Square
2005 Market Street
Philadelphia, Pennsylvania 19103-7042
(215) 851-6700
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered per share offering price fee
- ------------------ -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 653,750 shares $36.375/1/ $23,780,156.25 $7,015.15
$.01 par value
</TABLE>
______________________________
/1/ Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common Stock on the
Nasdaq National Market on June 11, 1998 in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933, as amended (the "Securities Act").
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the 1989 Non-Employee Directors' Non-Qualified Stock
Option Plan of Centocor, Inc., a Pennsylvania corporation (the "Registrant")
pursuant to Rule 428(b)(1) under the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. The following documents, which are filed by the Company (File No. 0-
11103) with the Securities and Exchange Commission under the Exchange Act, are
incorporated in this Registration Statement by reference and made a part hereof:
a. Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
b. Quarterly Report on Form 10-Q for the quarter ended March 31,
1998;
c. Current Reports on Form 8-K, dated January 21, 1998, February 12,
1998 and February 20, 1998;
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<PAGE>
d. Proxy Statement for the Annual Meeting of Shareholders held on
May 13, 1998; and
e. Registration Statement on Form S-8, Commission File No. 33-35730.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Copies of the above documents (excluding exhibits) may be obtained
upon request without charge from the Company. Requests for such copies should be
directed to the Company's Corporate Secretary at its principal executive offices
at 200 Great Valley Parkway, Malvern, Pennsylvania 19355, telephone number:
(610) 651-6000.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Pennsylvania Business Corporation Law, as amended, authorizes the
registrant to grant indemnities in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.
As permitted by Pennsylvania law, Article 13 of Centocor's by-laws
provides for the indemnification of each director and officer with regard to any
actual or alleged act or omission made in his or her official capacity, provided
he or she met the standard of conduct of (i) acting in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and, (ii) with respect to any criminal proceeding,
having no reasonable cause to believe his or her conduct was unlawful. Article
13 also permits the Company to indemnify an employee or agent of the Company for
money damages and expenses relating to his or her service on the behalf of the
Company, provided he or she met the applicable standards of conduct set forth in
the by-laws.
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The Board of Directors of Centocor has determined to provide liability
insurance for each director and officer for certain losses arising from claims
or charges made against him or her while acting in his or her capacity as a
director or officer of Centocor.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4 Specimen Certificate of Common Stock of the Registrant
(incorporated by reference to Exhibit 4 to Amendment
No. 1 to Form S-1 Registration Statement, File No. 2-
80089).
5 Opinion of Harkins Cunningham.
23.1 Consent of Harkins Cunningham (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included in the signature page of
this Registration Statement).
99.1 1989 Non-Employee Directors' Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.06 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989).
Item 9. UNDERTAKINGS.
1. The Registrant hereby undertakes:
a. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
b. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
c. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Malvern, Commonwealth of Pennsylvania, on the 15th
day of June, 1998.
CENTOCOR, INC.
By: /s/ David P. Holveck
--------------------
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David P. Holveck and Dominic J. Caruso,
and each or any of them, as true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him, and in his name, place
and stead, in any and all capacities, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ Hubert J.P. Schoemaker
- --------------------------
Hubert J.P. Schoemaker Director, Chairman June 15, 1998
of the Board
/s/ David P. Holveck
- --------------------------
David P. Holveck Chief Executive June 15, 1998
Officer and
Director (principal
executive officer)
/s/ Dominic J. Caruso
- -------------------------
Dominic J. Caruso Senior Vice June 15, 1998
President-Finance and
Chief Financial Officer
(principal financial
and accounting officer)
/s/ Anthony B. Evnin
- -------------------------
Anthony B. Evnin Director June 15, 1998
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<PAGE>
/s/ William F. Hamilton
- --------------------------
William F. Hamilton Director June 15, 1998
/s/ Antonie T. Knoppers
- --------------------------
Antonie T. Knoppers Director June 15, 1998
/s/ Ronald A. Matricaria
- --------------------------
Ronald A. Matricaria Director June 15, 1998
/s/ Lawrence Steinman
- --------------------------
Lawrence Steinman Director June 15, 1998
/s/ Richard D. Spizzirri
- --------------------------
Richard D. Spizzirri Director June 15, 1998
/s/ Jean C. Tempel
- --------------------------
Jean C. Tempel Director June 15, 1998
-7-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4 Specimen Certificate of Common Stock of the Registrant
(incorporated by reference to Exhibit 4 to Amendment No. 1 to
Form S-1 Registration Statement, File No. 2-80089).
5 Opinion of Harkins Cunningham.
23.1 Consent of Harkins Cunningham (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included in the signature page of this
Registration Statement).
99.1 1989 Non-Employee Directors' Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit 10.06 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1989).
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EXHIBIT 5
HARKINS CUNNINGHAM
1800 One Commerce Square
2005 Market Street
Philadelphia, PA 19103
(215) 851-6700
Fax (215) 851-6710
June 15, 1998
Centocor, Inc.
200 Great Valley Parkway
Malvern, PA 19355
Re: Centocor, Inc. 1989 Non-Employee Directors' Non-Qualified Stock Option
----------------------------------------------------------------------
Plan
----
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 653,750 shares of Common Stock, $.01 par value per share
(the "Shares"), of Centocor, Inc., a Pennsylvania corporation (the "Company"),
issuable under the Company's 1989 Non-Employee Directors' Non-Qualified Stock
Option Plan (the "Plan").
We have examined the Certificate of Incorporation, as amended, and the By-
Laws of the Company, and originals, or copies certified to our satisfaction, of
all pertinent records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
We are admitted to practice only in the Commonwealth of Pennsylvania and we
express no opinion concerning any law other than the law of the Commonwealth of
Pennsylvania and the federal law of the United States. Based on such
examination, we are of the opinion that the 653,750 shares of Common Stock which
may be issued upon exercise of options under the Plan are duly authorized shares
of the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plan, will be
validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears therein.
Respectfully submitted,
/s/ Harkins Cunningham
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EXHIBIT 23.2
Consent of Independent Auditors
--------------------------------
The Board of Directors
Centocor, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Centocor, Inc. of our report dated January 28, 1998, relating to the
consolidated balance sheets of Centocor, Inc. and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of operations, cash
flows, and shareholders' equity for each of the years in the three year period
ended December 31, 1997, and the related financial statement schedule, which
report appears in the December 31, 1997 annual report on Form 10-K of Centocor,
Inc.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
June 15, 1998
